EXHIBIT 10.40


                  SECURITIES PURCHASE AGREEMENT,  dated as of February 16, 2001,
among SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"),
WELSH,  CARSON,  ANDERSON & STOWE VIII,  L.P.,  a Delaware  limited  partnership
("WCAS"),  WCAS  MANAGEMENT  CORPORATION  ("WCAS  Management")  and the  various
individuals  listed as  "Purchasers"  on Schedule I hereto (the "WCAS  Persons")
and,  collectively  with WCAS,  WCAS Management and each other person that shall
become a "Purchaser" pursuant to Section 6.07 hereof, the "Purchasers").

                  WHEREAS,  the  Company,  WCAS and WCAS  Management  executed a
Securities Purchase  Agreement,  dated January 31, 2001 (the "Prior Agreement"),
whereby  the  Company  intended to sell to the  Purchasers,  and the  Purchasers
intended  to  purchase  from  the  Company,  on the  terms  and  subject  to the
conditions  set forth therein,  $50,000,000  aggregate  principal  amount of 10%
Convertible Senior Secured Notes of the Company;

                  WHEREAS,  the  obligations  of WCAS  and  WCAS  Management  to
consummate the transactions  contemplated by the Prior Agreement were subject to
certain conditions  precedent of the Company that all parties hereto acknowledge
will not be met;

                  WHEREAS,  the  Company,  WCAS and WCAS  Management  desire  to
terminate the Prior  Agreement and instead  execute this  Agreement  pursuant to
which the Company will sell to the Purchasers,  and the Purchasers will purchase
from the Company,  on the terms and subject to the  conditions set forth herein,
$20,000,000  aggregate  principal amount of 10% Convertible Senior Secured Notes
of the Company in substantially  the form of Exhibit A hereto (together with the
notes to be issued as payment-in-kind interest thereunder, the "Notes"); and

                  WHEREAS,  in order to induce the  Purchasers to consummate the
transactions  contemplated by this Agreement, the Company has agreed to grant to
the  Purchasers  certain  registration  rights  with  respect to the shares (the
"Conversion  Shares") of the  Company's  Common Stock,  $.01 par value  ("Common
Stock"), issuable upon conversion of the Notes;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants herein contained, the parties hereto agree as follows:

                       I. PURCHASE AND SALE OF SECURITIES

                  SECTION 1.01. Closing.  (a) On February 20, 2001 (the "Closing
Date"), but subject to satisfaction of the conditions contained in Section 4.01,
the Company shall issue and sell to the  Purchasers,  and each  Purchaser  shall
purchase from the Company,  a Note in the aggregate  principal  amount set forth
opposite  the name of such  Purchaser  in  Schedule I hereto  under the  heading
"Principal  Amount of Note on Closing  Date," for a purchase price equal to such
principal amount, and the Company shall issue and deliver

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to  each  Purchaser  such  Note,  registered  in the  name  of  such  Purchaser,
evidencing  the  indebtedness  of the Company to such  Purchaser  in  connection
herewith.

                  (b) As payment in full for the Note  being  purchased  by each
Purchaser  hereunder,  and  against  delivery of the Note as  aforesaid,  on the
Closing Date each Purchaser shall wire transfer to the account of the Company in
immediately  available  funds  the  sum  set  forth  opposite  the  name of such
Purchaser in Schedule I under the heading  "Principal  Amount of Note on Closing
Date."

                  (c) Notwithstanding anything to the contrary contained herein,
each  Purchaser  purchasing  Notes on the  Closing  Date may  assign  all or any
portion of such Notes and the related  rights and  obligations  hereunder to any
other Purchaser or any Affiliate (as  hereinafter  defined) of such Purchaser or
of any other Purchaser (each a "Permitted Transferee").

                  (d) As used herein,  the term "Affiliate"  means, with respect
to any Person, any other Person directly or indirectly  controlling,  controlled
by or under common  control with such Person.  For the purpose of the  foregoing
definition,  the term "control" (including with correlative meanings,  the terms
"controlling,"  "controlled by," and "under common control with"),  as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the  direction  of the  management  or policies of such
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise. As used herein, the term "Person" means any individual,  partnership,
limited liability company, corporation, trust, estate or other entity.

                  SECTION 1.02.  Place of Closing . The closing  contemplated by
Section 1.01 (the  "Closing")  hereof shall take place at the offices of Reboul,
MacMurray,  Hewitt,  Maynard & Kristol, 45 Rockefeller Plaza, New York, New York
10111,  or at such other place as may be  mutually  agreed upon by a majority in
interest of the Purchasers and the Company.

                II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The  Company  represents  and  warrants to the  Purchasers  as
follows:

                  SECTION 2.01. Organization and Qualification. The Company is a
corporation validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to own or lease and
operate  its  properties  and assets and to carry on its  business  as it is now
being  conducted.  The Company is duly qualified as a foreign  corporation to do
business,  and is in good standing,  in each jurisdiction in which the character
of its  properties  owned or leased or the nature of its  activities  makes such
qualification  necessary,  except where the failure to be so qualified would not
have a material adverse effect on the properties,  assets,  financial condition,
operating  results,  business or prospects of the Company and its  subsidiaries,
taken as a whole (a "Material Adverse Effect").

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                  SECTION  2.02.  Subsidiaries.  (a) Except as  disclosed in the
Company SEC Filings (as defined in Section 2.08),  the Company does not have any
Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X).

                  SECTION 2.03. Capitalization. (a) The authorized capital stock
of the Company  consists of  250,000,000  shares of Common Stock and  50,000,000
shares of Preferred Stock,  $.01 par value ("Preferred  Stock").  As of the date
hereof,  93,840,935 shares of Common Stock and no shares of Preferred Stock were
issued and outstanding, all of which shares of Common Stock were duly authorized
and validly issued and are fully paid and nonassessable.

                  (b) As of the date hereof, except for options granted pursuant
to the  Company's  stock  option plan (the "Stock  Option  Plan") to purchase an
aggregate  8,732,537 shares of Common Stock, no subscription,  warrant,  option,
convertible security, stock appreciation or other right (contingent or other) to
purchase or acquire  any shares of any class of capital  stock of the Company or
any of its  subsidiaries is authorized or outstanding,  and (except as otherwise
expressly  contemplated  by this  Agreement)  there is not any commitment of the
Company or any of its  subsidiaries  to issue any shares,  warrants,  options or
other such rights or to distribute to holders of any class of its capital stock,
any evidences of indebtedness or assets.

                  SECTION 2.04. Authorization of Agreements,  etc. (a) Except as
set forth on  Schedule  2.04,  each of (i) the  execution  and  delivery  by the
Company of this Agreement,  the Notes, the Registration Rights Agreement,  dated
as of the Closing Date (the "Registration Rights Agreement"),  among the Company
and the Purchasers,  in substantially  the form attached hereto as Exhibit B and
the  Deed  of  Trust,  dated  as of the  Closing  Date,  between  the  Company's
subsidiary and the Purchasers,  in form and in substance reasonably satisfactory
to WCAS (the "Deed," and collectively with the Notes and the Registration Rights
Agreement, the "Ancillary  Agreements"),  (ii) the performance by the Company of
its  obligations  hereunder and  thereunder,  and (iii) the  issuance,  sale and
delivery by the Company of the Notes has been duly  authorized  by all requisite
corporate  action and will not violate any  provision  of law,  any order of any
court or other agency of government,  the Certificate of Incorporation or Bylaws
of the Company, or any provision of any indenture, agreement or other instrument
to which the Company or any of its  properties  or assets is bound,  or conflict
with,  result in a breach of or constitute  (with due notice or lapse of time or
both) a default  under any such  indenture,  agreement or other  instrument,  or
result  in  the  creation  or   imposition  of  any  liens,   claims,   charges,
restrictions,  rights of others, security interests,  prior assignments or other
encumbrances  (collectively,  "Claims") in favor of any third person upon any of
the  assets  of  the  Company  or  any  of  its  subsidiaries,  except  that  no
representation  is  made  as  to  the  compliance  of  the   indemnification  or
contribution  provisions of the Registration Rights Agreement with law or public
policy.  The Board of Directors  of the Company has taken all actions  necessary
under the Delaware General Corporation Law (the "DGCL"), including approving the
transactions  contemplated by this Agreement,  to ensure that Section 203 of the
DGCL does not apply to the Purchasers.

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                  (b) The  issuance,  sale  and  delivery  of the  Notes  to the
Purchasers hereunder are not subject to any preemptive rights of stockholders of
the Company or to any right of first  refusal or other similar right in favor of
any person.

                  (c) The  Conversion  Shares have been duly  authorized  by the
Company and, when issued in accordance with the provisions of the Notes, will be
validly  issued,  fully  paid and  nonassessable  shares  of Common  Stock.  The
issuance,  sale and delivery of the Conversion  Shares to the Purchasers are not
and upon conversion of the Notes will not be subject to any preemptive rights of
stockholders  of the Company or to any right of first  refusal or other  similar
right in favor of any person.

                  SECTION 2.05. Validity.  This Agreement has been duly executed
and  delivered  by the  Company  and  constitutes  the legal,  valid and binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms.  Each of the Notes and the  Ancillary  Agreements,  when executed and
delivered  by the Company as provided in this  Agreement,  will  constitute  the
legal,  valid and binding  obligation  of the Company,  enforceable  against the
Company in accordance with its terms,  except that no  representation is made as
to the enforceability of the  indemnification or contribution  provisions of the
Registration Rights Agreement.

                  SECTION 2.06. Governmental Approvals.  Subject to the accuracy
of the representations and warranties of the Purchasers set forth in Article III
hereof  and  except  for a  possible  required  filing  and  approval  under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as  amended  (the "HSR
Act"),  upon  conversion  of  all  of  the  Notes  into  Conversion  Shares,  no
registration  or filing with, or consent or approval of, or other action by, any
federal,  state or other  governmental  agency or  instrumentality is or will be
necessary for the valid  execution,  delivery and performance of this Agreement,
the Notes or the Ancillary Agreements, or the issuance, sale and delivery of the
Conversion Shares.

                  SECTION  2.07.  Financial  Statements.  (a)  The  Company  has
furnished to the  Purchasers  the  unaudited  consolidated  balance sheet of the
Company and its  subsidiaries  as of November 30, 2000 (the  "November  30, 2000
Balance  Sheet")  and  the  related   consolidated   statements  of  operations,
stockholders'  equity and cash flows for the fiscal  year then  ended.  All such
financial  statements  (including any related  schedules and/or notes) have been
prepared in accordance  with  generally  accepted  accounting  principles in the
United States ("GAAP")  consistently  applied and consistent with prior periods,
except for normal  year-end  adjustments  and the  absence  of  footnotes.  Such
balance  sheet  fairly  presents  in  all  material  respects  the  consolidated
financial  position of the Company and its subsidiaries as of November 30, 2000,
and such  statements of operations,  stockholders'  equity and cash flows fairly
present  in all  material  respects  the  consolidated  results  of  operations,
stockholders'  equity and cash flows of the Company and its subsidiaries for the
year ended November 30, 2000.

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                  (b) Except as and to the extent (i)  reflected on the November
30, 2000 Balance  Sheet  (including  the notes  thereto),  (ii)  incurred  since
November  30,  2000 in the  ordinary  course of  business  consistent  with past
practice,  or (iii) set forth on Schedule  2.07 hereto,  neither the Company nor
any of its subsidiaries has any material  liabilities or obligations of any kind
or nature, whether known or unknown,  secured or unsecured,  absolute,  accrued,
contingent  or  otherwise,  and  whether  due or to become  due,  that  would be
required to be reflected on a balance sheet,  or the notes thereto,  prepared in
accordance  with GAAP.  Since November 30, 2000,  neither the Company nor any of
its subsidiaries has suffered any Material Adverse Effect.

                  SECTION  2.08.  SEC Filings.  The Company has filed all forms,
reports and  documents  required to be filed with the  Securities  and  Exchange
Commission  (the  "SEC")  since  February  18,  2000,  and the  Company has made
available to the Purchasers, as filed with the SEC, complete and accurate copies
of (i) the Annual Report of the Company on Form 10-K for the year ended December
31, 1999, and (ii) all other reports,  statements  and  registration  statements
(including  Current Reports on Form 8-K and Quarterly Report on Form 10-Q) filed
by the Company with the SEC since  December 31, 1999, in each case including all
amendments  and  supplements  (collectively,  the  "Company SEC  Filings").  The
Company SEC Filings  (excluding any financial  statements or schedules  included
therein,  which are covered by the representations and warranties of the Company
in Section 2.07(a)) (i) were prepared in compliance with the requirements of the
Securities  Act of 1933, as amended (the  "Securities  Act"),  or the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and the  rules and
regulations thereunder,  and the rules and regulations  thereunder,  as the case
may be, and (ii) did not at the time of filing (or if amended,  supplemented  or
superseded  by a filing  prior to the date  hereof,  on the date of that filing)
contain any untrue statement of a material fact or omit to state a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

                  SECTION 2.09. Absence of Certain Changes or Events.  Except as
otherwise disclosed in the Company SEC Filings and except as otherwise expressly
contemplated by this Agreement, since November 30, 2000, neither the Company nor
any of its  subsidiaries  has (i)  issued any  stock,  bonds or other  corporate
securities,  (ii) borrowed or refinanced  any  indebtedness  for borrowed  money
other than borrowings  under the Amended and Restated Credit  Agreement dated as
of  September  5, 2000 (the  "Credit  Agreement"),  among  the  Company,  Savvis
Communications  Corporation,  a Missouri  Corporation,  Nortel Networks Inc., as
Administrative  Agent,  and the  lenders  named  therein,  (iii)  discharged  or
satisfied  any material  Claim or incurred or paid any  obligation  or liability
(absolute or contingent)  other than current  liabilities  shown on the November
30, 2000 Balance Sheet and current  liabilities  incurred since the date of such
balance sheet in the ordinary course of business  consistent with past practice,
(iv)  in the  case  of the  Company  only,  declared  or  made  any  payment  or
distribution to stockholders, or purchased or redeemed any shares of its capital
stock or other  securities,  or (v) except in connection with this Agreement and
the  transactions  contemplated  hereby,  entered into

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any  agreement,  letter  of  intent or  similar  undertaking  to take any of the
actions listed in clauses (i) through (iv) above.

                  SECTION  2.10.  Actions  Pending.  Except  as set forth in the
Company SEC  Filings,  there is no action,  suit,  investigation  or  proceeding
pending  or,  to the  best  knowledge  of the  Company,  threatened  against  or
affecting  the Company to which its property is subject,  before any court or by
or before any  governmental  body or  arbitration  board or tribunal,  which the
Company would be required to disclose pursuant to Item 1 of Part II of Form 10-Q
if such Form 10-Q were  required to be filed on and as of the date  hereof.  For
the purposes of this Agreement,  the term "best of the knowledge of the Company"
shall mean the actual  knowledge,  upon  reasonable  inquiry,  of the  executive
officers of the Company.

                  SECTION  2.11.  Compliance  with  Law;  Permits.  Neither  the
Company nor any of its subsidiaries is in default in any respect under any order
or decree of any court, governmental authority,  arbitrator or arbitration board
or tribunal or under any laws, ordinances,  governmental rules or regulations to
which  the  Company  or any of  such  subsidiaries  or any of  their  respective
properties  or assets is subject,  except  where such  default  would not have a
Material  Adverse  Effect.  The Company  possesses all permits,  authorizations,
approvals,  registrations,  variances and licenses ("Permits") necessary for the
Company or its subsidiaries to own, use and maintain their properties and assets
or required for the conduct of its business in substantially  the same manner as
it is currently  conducted,  except where the failure to possess any such Permit
would not have a Material  Adverse  Effect.  Except to the extent the failure of
any of the  following to be correct  would not have a Material  Adverse  Effect,
each Permit is in full force and effect, and no proceeding is pending or, to the
best  knowledge  of the  Company,  threatened  to  modify,  suspend,  revoke  or
otherwise limit any Permit,  and no administrative or governmental  actions have
been taken or, to the best  knowledge of the Company,  threatened  in connection
with the expiration or renewal of any Permit.

                  SECTION  2.12.  Contracts.  Except as disclosed in the Company
SEC  Filings  and as set  forth on  Schedule  2.12,  there are no  contracts  or
agreements that are material to the conduct of the Company's  business or to the
financial   condition  or  results  of   operations   of  the  Company  and  its
subsidiaries,  taken as a whole,  that the Company would be required to disclose
pursuant  to  paragraph  10 of Item 601 of  Regulation  S-K if a Form  10-Q were
required  to be  filed  on and as of the  date  hereof.  Each of the  agreements
(collectively, the "Material Agreements") disclosed as an exhibit in the Company
SEC Filings in  response to  paragraph  10 of Item 601 of  Regulation  S-K under
which there are  continuing  rights or  obligations  is a valid and  enforceable
obligation  of the Company and, to the best  knowledge  of the  Company,  of the
other parties thereto, except where the failure to be valid or enforceable would
not have a Material  Adverse Effect.  To the best knowledge of the Company,  the
Company  has not been  notified  in  writing  of any  claim  that  any  Material
Agreement  is not valid and  enforceable  in  accordance  with its terms for the
periods stated therein (other than where such  enforceability is in violation of
public  policy or law),  or that there is under any such  contract  any existing
default or event of  default or event that with  notice or lapse of time or both
would  constitute  such a  default,  except  any  such  failure  to be  valid or
enforceable  and any such  defaults  that,  in the  aggregate,  would not have a
Material Adverse Effect.

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                  SECTION 2.13. Offering of the Notes.  Assuming the accuracy of
the  representations  and  warranties of the Purchasers set forth in Article III
hereof,  neither the Company nor any person acting on the  Company's  behalf has
taken  or will  take any  action  (including,  without  limitation,  any  offer,
issuance or sale of any  securities  of the Company  under  circumstances  which
might require the  integration of such  transactions  with the sale of the Notes
under the  Securities Act or the rules and  regulations  of the SEC  thereunder)
which  would  subject  the  offering,  issuance  or  sale  of the  Notes  to the
Purchasers  pursuant to this  Agreement to the  registration  provisions  of the
Securities Act.

                  SECTION 2.14.  Related-Party  Transactions.  Except (i) as set
forth in the Company SEC Filings or (ii) as  contemplated  hereby,  there are no
existing  material  arrangements or proposed material  transactions  between the
Company and any person or entity that the Company  would be required to disclose
pursuant to Item 404 of  Regulation  S-K of the SEC if a proxy  statement of the
Company  were  required  to be  filed on or as of the date  hereof,  other  than
arrangements or transactions between the Company and any of the Purchasers.

                  SECTION  2.15.  Brokers.  All  negotiations  relative  to this
Agreement and the transactions  contemplated  hereby have been carried on by the
Company  directly with the  Purchasers,  without the  intervention  of any other
person  on  behalf of the  Company  in such  manner as to give rise to any valid
claim by any other person against the  Purchasers for a finder's fee,  brokerage
commission or similar payment.

              III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

                  Each  Purchaser,  severally  and not jointly,  represents  and
warrants to the Company as follows:

                  SECTION  3.01.  Beneficial  Ownership.  As of the date hereof,
WCAS and its affiliates  beneficially  own an aggregate of 60,578,344  shares of
Common Stock. For purposes of this Agreement,  the term "beneficially own" shall
have the meaning as set forth in the Exchange Act.

                  SECTION  3.02.  Authorization.  The  execution,  delivery  and
performance by such  Purchaser of this  Agreement and the Ancillary  Agreements,
and the purchase and receipt by such Purchaser of the Notes being acquired by it
hereunder, have been duly authorized by all requisite action on the part of such
Purchaser  and will not violate any  provision of law, any order of any court or
other agency of  government,  the charter or other  governing  documents of such
Purchaser,  or any provision of any indenture,  agreement or other instrument by
which such Purchaser or any of such Purchaser's  properties or assets are bound,
or conflict with,  result in a breach of or constitute (with due notice or lapse
of time or both) a default under any such indenture, agreement or

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other instrument, or result in any Claim upon any of the properties or assets of
such Purchaser.

                  SECTION 3.03. Validity.  This Agreement has been duly executed
and delivered by such  Purchaser and  constitutes  the legal,  valid and binding
obligation of such Purchaser,  enforceable  against such Purchaser in accordance
with its terms. Each of the Ancillary Agreements, when executed and delivered in
accordance  with this Agreement,  will  constitute the legal,  valid and binding
obligation of such Purchaser,  enforceable  against such Purchaser in accordance
with its terms.

                  SECTION 3.04. Investment  Representations.  (a) Such Purchaser
is acquiring  the Notes being  purchased by such  Purchaser  hereunder  for such
Purchaser's own account,  for investment,  and not with a view toward the resale
or distribution thereof.

                  (b) Such Purchaser understands that he, she or it, as the case
may be,  must  bear the  economic  risk of such  Purchaser's  investment  for an
indefinite period of time, because the Notes and, when issued upon conversion of
Notes, the Conversion  Shares are not registered under the Securities Act or any
applicable  state  securities  laws and may not be  resold  unless  subsequently
registered  under the  Securities Act and such other laws or unless an exemption
from such  registration  is available.  Such  Purchaser also  understands  that,
except as provided in the Registration Rights Agreement,  it is not contemplated
that any registration  will be made under the Securities Act or that the Company
will take steps which will make the  provisions of Rule 144 under the Securities
Act available to permit resale of the Notes or the Conversion Shares.

                  (c) Such  Purchaser has the ability to bear the economic risks
of the  investment  in the Notes being  purchased  hereunder  for an  indefinite
period of time. Such Purchaser  further  acknowledges that he, she or it, as the
case may be, has  received  copies of the  Company  SEC  Filings and has had the
opportunity  to ask  questions  of, and receive  answers  from,  officers of the
Company with respect to the business and financial  condition of the Company and
the terms and  conditions of the offering of the Notes and to obtain  additional
information  necessary  to verify  such  information  or can  acquire it without
unreasonable effort or expense.

                  (d)  Such  Purchaser  has such  knowledge  and  experience  in
financial and business  matters that such Purchaser is capable of evaluating the
merits  and  risks  of its  investment  in the  Notes.  Such  Purchaser  further
represents  that he, she or it, as the case may be, is an "accredited  investor"
as such  term is  defined  in Rule  501 of  Regulation  D of the SEC  under  the
Securities  Act with  respect to its  purchase  of the Notes,  and that any such
Purchaser  that is a limited  partnership  has not been  formed  solely  for the
purpose of purchasing the Notes.

                  (e) If such Purchaser is a limited partnership, such Purchaser
represents  that it has been organized and is existing as a limited  partnership
under the laws of the State of Delaware.

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                  SECTION 3.05.  Governmental  Approvals.  Except for a possible
required filing and approval under the HSR Act upon the conversion of all of the
Notes into  Conversion  Shares,  no  registration  or filing with, or consent or
approval of, or other action by, any Federal, state or other governmental agency
or  instrumentality  is or will be  necessary  by the  Purchasers  for the valid
execution,  delivery  and  performance  of  this  Agreement  and  the  Ancillary
Agreements.

                  SECTION  3.06.  Schedule  13D.  The  Schedule 13D filed by the
Purchasers  with the SEC on March 8, 2000 did not at the time of filing  contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under  which they were  made,  not  misleading.  No
amendment to the  Schedule 13D has been or,  except as may be required by reason
of the  purchase  of the Notes  pursuant to this  Agreement,  is required to be,
made.

                            IV. CONDITIONS PRECEDENT

                  SECTION 4.01  Conditions  Precedent to the  Obligations of the
Purchasers.  With  regard to the  Closing,  the  obligations  of the  Purchasers
hereunder  are, at their option,  subject to the  satisfaction  of the following
conditions:

                  (a) Representations and Warranties to Be True and Correct. The
         representations  and  warranties  of  the  Company  contained  in  this
         Agreement  shall be true and  correct in all  material  respects on the
         Closing   Date  with  the  same  force  and   effect  as  though   such
         representations and warranties had been made on and as of such date.

                  (b) Performance. The Company shall have performed and complied
         in all material  respects with all agreements and conditions  contained
         herein  required to be performed or complied  with by it prior to or on
         the Closing Date.

                  (c) All  Proceedings  to Be  Satisfactory.  All  corporate and
         other  proceedings  to be  taken by the  Company  and all  waivers  and
         consents  to  be  obtained  by  the  Company  in  connection  with  the
         transactions  contemplated  hereby,  including any such requirements of
         the Marketplace Rules of the Nasdaq National Market and those set forth
         in Schedule 2.04, shall have been taken or obtained by the Company, and
         all  documents  incident  thereto  shall  be  satisfactory  in form and
         substance to the Purchasers and their counsel.

                  (d) Legal Proceedings.  On the Closing Date, no preliminary or
         permanent  injunction  or other order,  decree or ruling  issued by any
         court of competent  jurisdiction nor any statute,  rule,  regulation or
         order entered,  promulgated or enacted by any governmental,  regulatory
         or administrative agency or authority,  or national securities exchange
         shall  be  in  effect  that  would  prevent  the  consummation  of  the
         transactions contemplated Agreement.

                                       9
<PAGE>

                  (e) No Material Adverse Effect.  Except for the effects of the
         matters  referred to in Section 2.09,  since  November 30, 2000,  there
         shall have been no Material Adverse Effect.

                  (f) Opinions of Counsel.  The  Purchasers  shall have received
         from Hogan & Hartson,  L.L.P.  and Steven M.  Gallant,  Esq.,  opinions
         dated the  Closing  Date,  covering  customary  matters  and  otherwise
         reasonably  satisfactory  in form and substance to the  Purchasers  and
         their counsel.

                  (g) Ancillary Agreements.  The Company shall have executed and
         delivered  each  of the  Ancillary  Agreements,  and  all  third  party
         consents  (including the consent of lenders of the Company's parent, if
         necessary) and all other documents and agreements necessary to make the
         Ancillary  Agreements  effective in  accordance  with their terms shall
         have been obtained and shall be effective.

                  SECTION 4.02.  Conditions  Precedent to the Obligations of the
Company.  With regard to the Closing,  the obligations of the Company  hereunder
are, at its option, subject to the satisfaction of the following conditions:

                  (a) Representations and Warranties to Be True and Correct. The
         representations  and  warranties  of the  Purchasers  contained in this
         Agreement  shall be true and  correct in all  material  respects on the
         Closing  Date with the same effect as though such  representations  and
         warranties had been made on and as of such date.

                  (b)  Performance.  The  Purchasers  shall have  performed  and
         complied in all material  respects with all  agreements  and conditions
         contained  herein  required to be  performed  or complied  with by them
         prior to or on the Closing Date.

                  (c) All Proceedings to Be Satisfactory.  All proceedings to be
         taken by the  Purchasers and all waivers and consents to be obtained by
         the Purchasers in connection with the transactions  contemplated hereby
         shall have been taken or obtained by the  Purchasers  and all documents
         incident  thereto  shall be  satisfactory  in form and substance to the
         Company and its counsel.

                  (d) Legal Proceedings.  On the Closing Date, no preliminary or
         permanent  injunction  or other order,  decree or ruling  issued by any
         court of competent  jurisdiction nor any statute,  rule,  regulation or
         order entered,  promulgated or enacted by any governmental,  regulatory
         or administrative agency or authority,  or national securities exchange
         shall  be  in  effect  that  would  prevent  the  consummation  of  the
         transactions contemplated by this Agreement.

                  (f) Ancillary  Agreements.  Each Purchaser shall have executed
         and delivered each of the Ancillary Agreements.

                                       10
<PAGE>

                    V. SURVIVAL OF REPRESENTATIONS; INDEMNITY

                  SECTION 5.01 Survival of Representations. Subject as set forth
below,  all  representations  and  warranties  made by any party  hereto in this
Agreement or pursuant hereto shall survive for the period commencing on the date
hereof and ending on the first anniversary of the date hereof.

                  SECTION 5.02. General Indemnity.  (a) Subject to the terms and
conditions of this Article V, the Company hereby agrees to indemnify, defend and
hold the Purchasers  harmless from and against all demands,  claims,  actions or
causes of action,  assessments,  losses  (including  diminution  in value of the
Notes  or  Conversion  Shares),  damages,   liabilities,   costs  and  expenses,
including,  without limitation,  interest,  penalties and reasonable  attorneys'
fees and expenses  (collectively,  "Damages"),  asserted against,  resulting to,
imposed  upon or incurred by the  Purchasers  by reason of or  resulting  from a
breach of any  representation,  warranty or covenant of the Company contained in
or made pursuant to this Agreement.

                  (b) Subject to the terms and conditions of this Article V, the
Purchasers hereby agree to indemnify,  defend and hold the Company harmless from
and against all Damages asserted against, resulting to, imposed upon or incurred
by the Company by reason of or  resulting  from a breach of any  representation,
warranty or covenant of the  Purchasers  contained  in or made  pursuant to this
Agreement.

                  SECTION 5.03.  Conditions of  Indemnification.  The respective
obligations and liabilities of the Purchasers, on the one hand, and the Company,
on the other hand (the  "indemnifying  party"),  to the other (the  "party to be
indemnified")  under Section 5.02 hereof with respect to claims  resulting  from
the  assertion of liability by third  parties  shall be subject to the following
terms and conditions:

                  (a) within 20 days after receipt of notice of  commencement of
         any action or the  assertion  in writing of any claim by a third party,
         the party to be indemnified  shall give the indemnifying  party written
         notice  thereof  together  with a copy of such claim,  process or other
         legal  pleading,  and the  indemnifying  party  shall have the right to
         undertake the defense thereof by representatives of its own choosing;

                  (b) in the event that the indemnifying  party, by the 30th day
         after receipt of notice of any such claim (or, if earlier, by the tenth
         day  preceding  the day on which an  answer or other  pleading  must be
         served in order to prevent  judgment  by default in favor of the person
         asserting such claim), does not elect to defend against such claim, the
         party to be indemnified  will (upon further notice to the  indemnifying
         party)  have  the  right  to  undertake  the  defense,   compromise  or
         settlement  of such claim on behalf of and for the  account and risk of
         the indemnifying party,  subject to the right of the indemnifying party
         to assume the  defense  of such claim at any time prior to  settlement,
         compromise   or  final   determination   thereof,   provided  that  the
         indemnifying party shall be given at least

                                       11
<PAGE>

         15 days prior written notice of the  effectiveness of any such proposed
         settlement or compromise;

                  (c)   anything   in  this   Section   5.03  to  the   contrary
         notwithstanding  (i) if there is a reasonable  probability that a claim
         may materially and adversely affect the  indemnifying  party other than
         as a result of money damages or other money payments,  the indemnifying
         party shall have the right, at its own cost and expense,  to compromise
         or settle  such  claim,  but (ii) the  indemnifying  party  shall  not,
         without  the prior  written  consent  of the  party to be  indemnified,
         settle or compromise  any claim or consent to the entry of any judgment
         which does not include as an  unconditional  term thereof the giving by
         the claimant or the plaintiff to the party to be  indemnified a release
         from all liability in respect of such claim; and

                  (d)  in  connection   with  any  such   indemnification,   the
         indemnified  party will  cooperate  in all  reasonable  requests of the
         indemnifying party.


                                VI. MISCELLANEOUS

                  SECTION  6.01.   Restrictive  Legends.   Each  Note  and  each
certificate  representing the Conversion  Shares and any shares of capital stock
received  in  respect  thereof,  whether  by  reason  of a stock  split or share
reclassification  thereof,  a stock  dividend  thereon  or  otherwise,  and each
certificate for any such securities issued to subsequent transferees of any such
certificate shall be stamped or otherwise imprinted with the legends required to
be borne by such  securities by the  Registration  Rights  Agreement,  except as
expressly provided in such agreement.

                  SECTION 6.02. Expenses,  etc. The Company shall reimburse WCAS
or pay on its behalf, all reasonable fees and expenses, including the reasonable
fees and expenses of counsel retained by WCAS, in connection with this Agreement
and the  transactions  contemplated  hereby.  Such  fees and  expenses  shall be
payable at the Closing and at any Subsequent Closing through the Closing Date.

                  SECTION 6.03.  Survival of Agreements.  Except as specifically
limited  as  provided  in  Section  5.01  hereto,  all  covenants,   agreements,
representations  and  warranties  made herein shall  survive the  execution  and
delivery of this  Agreement  and the  issuance,  sale and  delivery of the Notes
pursuant hereto,  notwithstanding  any  investigation  made at any time by or on
behalf of any party hereto. All statements contained in any certificate or other
instrument  delivered  by the Company  hereunder  shall be deemed to  constitute
representations and warranties made by the Company.

                  SECTION   6.04.   Parties  in  Interest.   All  covenants  and
agreements contained in this Agreement by or on behalf of any party hereto shall
bind and inure to the benefit of the respective successors and permitted assigns
of such party hereto whether so expressed or not.

                                       12
<PAGE>

                  SECTION  6.05.  Notices.  Any  notice or other  communications
required or permitted hereunder shall be deemed to be sufficient if contained in
a written  instrument  delivered in person or duly sent by first class certified
mail,  postage  prepaid,  by  nationally  recognized  overnight  courier,  or by
facsimile  addressed to such party at the address or facsimile  number set forth
below or such other  address or facsimile  number as may hereafter be designated
in writing by the addressee to the addressor listing all parties:

                  if to the Company, to

                           SAVVIS Communications Corporation
                           12851 World Gate Drive
                           Herndon, Virginia 20170
                           Fax:  (703) 453-6999
                           Attention:  Ms. Nancy Lysinger

                  with a copy to

                           SAVVIS Communication Corporation
                           717 Office Parkway
                           St. Louis, MO 63141
                           Fax: (314) 468-7550
                           Attention: Steven M. Gallant, Esq.

                  with a copy to

                           Hogan & Hartson L.L.P.
                           885 Third Avenue, 26th Floor
                           New York, New York 10022
                           Fax: (212) 409-9801
                           Attention:  Christine M. Pallares, Esq.

                  if to any Purchaser, to

                           Welsh, Carson, Anderson & Stowe
                           320 Park Avenue, Suite 2500
                           New York, New York  10022
                           Fax:  (212) 893-9565
                           Attention:  John D. Clark

                  with a copy to

                           Reboul, MacMurray, Hewitt, Maynard & Kristol
                           45 Rockefeller Plaza
                           New York, New York  10111
                           Fax:  (212) 841-5725
                           Attention:  Sanford B. Kaynor, Esq.

                                       13
<PAGE>

or, in any case, at such other address or addresses as shall have been furnished
in  writing  by such  party to the  other  parties  hereto.  All  such  notices,
requests,  consents  and  other  communications  shall be  deemed  to have  been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of mailing,  on the fifth  business day  following  the date of such
mailing,  (c) in the case of delivery by overnight courier,  on the business day
following  the  date  of  delivery  to  such  courier,  and  (d) in the  case of
facsimile, when received.

                  SECTION  6.06.  Further  Assurances.  Subject to the terms and
conditions  herein  provided,  each  of the  parties  hereto  agrees  to use its
reasonable best efforts to take, or cause to be taken,  all action and to do, or
cause to be done,  all things  necessary,  proper or advisable to consummate and
make effective as promptly as practicable the transactions  contemplated by this
Agreement.

                  SECTION 6.07.  Entire  Agreement;  Assignment.  This Agreement
(including the Schedules and Exhibits thereto)  constitutes the entire agreement
of the parties with respect to the subject  matter hereof and may not be amended
or modified nor any provisions  waived except in a writing signed by the Company
and the Purchasers.  This Agreement shall not be assigned without the consent of
the other parties hereto, except that notwithstanding anything in this Agreement
to the  contrary,  the  Purchasers  shall be entitled to assign their rights and
obligations  under this  Agreement to any other  Purchaser or entity  affiliated
with WCAS Management in their sole discretion. It is understood and agreed that,
in the event of such  assignment,  each of the  assignees  shall,  at such time,
agree to be a "Purchaser" for all purposes of this Agreement,  and the assigning
Purchaser shall not be released from its liabilities under this Agreement.

                  SECTION 6.08. Counterparts.  This Agreement may be executed in
two or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                                       14
<PAGE>

                  SECTION 6.09.  Governing Law. This Agreement shall be governed
by and construed in accordance  with the laws of the State of New York,  without
regard to conflict of laws principles.

                  SECTION  6.10.  Amendments  and Waivers.  (a) Any provision of
this  Agreement  may be amended or waived if,  but only if,  such  amendment  or
waiver is in writing and is signed,  in the case of an amendment,  by each party
to this  Agreement,  or in the case of a waiver,  by the party  against whom the
waiver is to be effective.

                  (b) No failure or delay by any party in exercising  any right,
power or  privilege  hereunder  will operate as a waiver  thereof,  nor will any
single or  partial  exercise  thereof  preclude  any other or  further  exercise
thereof or the exercise of any other  right,  power or  privilege,  nor will any
waiving of any right power or  privilege  operate to waive any other  subsequent
right,  power or  privilege.  The rights and remedies  herein  provided  will be
cumulative and not exclusive of any rights or remedies provided by law.

                  SECTION 6.11.  Termination  of Prior  Agreement.  The Company,
WCAS and WCAS Management  each  acknowledge and agree that the conditions to the
obligations  of WCAS and WCAS  Management  to purchase any notes under the Prior
Agreement set forth in Section 4.01 (g), (i), (j) and (k) of the Prior Agreement
were not satisfied and as a result,  WCAS and WCAS Management  determined not to
consummate  the First Closing (as defined in the Prior  Agreement) in accordance
with the terms of the Prior Agreement.  Furthermore,  the Company, WCAS and WCAS
Management  agree that the Prior  Agreement  is hereby  terminated  and from and
after the date  hereof is no  longer of any force or effect  whether  or not the
Closing occurs.

                                    * * * * *



                                       15
<PAGE>



                  IN  WITNESS  WHEREOF,  the  Company  and the  Purchasers  have
executed this Agreement as of the day and year first above written.


                                            SAVVIS COMMUNICATIONS
                                            CORPORATION

                                            By: /s/ DAVID J. FREAR
                                               ------------------------------
                                                David J. Frear
                                                Executive Vice President and CFO


                                            WELSH, CARSON, ANDERSON &
                                              STOWE VIII, L.P.

                                            By WCAS VIII Associates LLC,
                                                 General Partner

                                            By: /s/ JONATHAN M. RATHER
                                               ------------------------------
                                                  Managing Member

                                            WCAS MANAGEMENT CORPORATION

                                            By:/s/ JONATHAN M. RATHER
                                               ------------------------------
                                                   Jonathan M. Rather
                                                          Treasurer

<PAGE>



                                            Russel Carson
                                            Bruce K. Anderson
                                            Andrew Paul
                                            Robert A. Minicucci
                                            Anthony J. De Nicola
                                            Paul B. Queally
                                            Lawrence Sorrel
                                            Rudolph Rupert
                                            D. Scott Mackesy
                                            Sanjay Swani
                                            James R. Mathews
                                            John D. Clark
                                            Sean Traynor
                                            John Almeida
                                            Eric J. Lee
                                            Jonathan M. Rather


                                            By: /s/ JONATHAN M. RATHER
                                               ---------------------------------
                                            Jonathan M. Rather
                                            Individually and as Attorney-in-Fact


<PAGE>


                                   SCHEDULE I

                                   Purchasers
<TABLE>
<CAPTION>

                                                                             Principal Amount of Note on
                                  Name                                              Closing Date
-------------------------------------------------------------------------- --------------------------------
<S>                                                                                             <C>
Welsh, Carson, Anderson & Stowe VIII, L.P...................                                    19,047,600
Russel Carson...............................................                                       176,800
Bruce K. Anderson ..........................................                                       176,800
Andrew Paul ................................................                                       134,400
Robert A. Minicucci ........................................                                        40,000
Anthony J. De Nicola .......................................                                        20,000
Paul B. Queally ............................................                                         4,000
Lawrence B. Sorrel .........................................                                        20,000
Rudolph Rupert .............................................                                         6,000
D. Scott Mackesy ...........................................                                         2,000
Sanjay Swani ...............................................                                         2,000
James R. Mattews ...........................................                                         2,000
John D. Clark ..............................................                                         2,000
Sean M. Traynor ............................................                                         2,000
John Almeida ...............................................                                         2,000
Eric J. Lee ................................................                                           800
Jonathan M. Rather .........................................                                         2,000
WCAS Management Corporation.................................                                       359,600

         TOTAL..............................................                                $20,000,000.00
                                                                                            ==============
</TABLE>

         The address for each of the Purchasers is c/o Welsh, Carson, Anderson &
Stowe, 320 Park Avenue, Suite 2500, New York, New York 10022.


<PAGE>
                                                                   SCHEDULE 2.04
                           AUTHORIZATION OF AGREEMENT

1. The consent of the Company's  lenders under the Credit  Agreement (as defined
in Section 2.09)

2. Compliance with any applicable  requirements of the Marketplace  Rules of the
Nasdaq National Market.


<PAGE>
                                                                   SCHEDULE 2.07

MATERIAL LIABILITIES INCURRED BY SAVVIS FROM 12/1/00 TO 1/31/01
<TABLE>
<CAPTION>

OBLIGOR                DEBT          COMMENTS
 ----------------------------------------------
<S>                   <C>
Extremenet              $          359,906.56 Capital Lease obligation booked in December.  Balance at 12/3/00-$346,235.42
GE Capital              $        5,961,253.50 Capital Lease obligation booked in December.  Balance at 12/31/00- $5,842,150.14
Astral Point            $          478,380.00 Capital Lease obligation booked in December.  Balance at 12/31/00-$448,905.65
Nortel credit facility  $       30,698,774.91 Two drawdowns under facility.  One on 12/29/00, One on 1/22/01
                        -----------------------
Total                   $       37,498,314.97
                        =======================
</TABLE>

<PAGE>

                                                                   SCHEDULE 2.12

         An Event of Default (as defined in the Credit  Agreement)  has occurred
under the Credit  Agreement as a result of Bridge  filing for  bankruptcy  under
Chapter 11 of the United States Bankruptcy Code.
<PAGE>
                                                                       EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND  MAY  NOT BE  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  UNLESS  IT HAS  BEEN
REGISTERED  UNDER THAT ACT OR, IN THE  OPINION OF  COUNSEL,  AN  EXEMPTION  FROM
REGISTRATION IS AVAILABLE.

THIS IS ISSUED WITH ORIGINAL  DISCOUNT ("OID") AS DEFINED BY SECTION  1273(a)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  THE FOLLOWING  INFORMATION IS
PROVIDED  PURSUANT  TO THE  INFORMATION  REPORTING  REQUIREMENTS  SET  FORTH  IN
TREASURY REGULATION 1.1275-3.

                THE ISSUE PRICE OF THIS NOTE IS $_______________.
              THE AMOUNT OF OID ON THIS NOTE IS $_______________ .
           THE ISSUE DATE OF THIS DEBT INSTRUMENT IS_________ , 2001.
                 THE PER ANNUM YIELD TO MATURITY OF THIS NOTE IS
                           % COMPOUNDED SEMI-ANNUALLY.

                        SAVVIS COMMUNICATIONS CORPORATION

                       10% Convertible Senior Secured Note
                              due ____________, 2006

Registered R-01                                              New York, New York
$_____________                                               _____________, 2001


                  SAVVIS  COMMUNICATIONS  CORPORATION,  a  Delaware  corporation
(hereinafter called the "Corporation"),  for value received,  hereby promises to
pay__________  , or registered  assigns,  the  principal  sum  of_______________
DOLLARS  ($______________  ), in a single  installment on February 20, 2006 (the
"Maturity  Date"),  or the next  preceding  Business Day (as defined below) with
interest  (computed on the basis of a 360-day year  consisting  of twelve 30-day
months) from the date hereof on the unpaid  principal  amount hereof at the rate
of 10%  per  annum,  such  interest  to be  payable  in  kind,  compounded  on a
semi-annual  basis, on the last Business Day of August and February of each year
(each such day  being an "Interest Payment Date") commencing on August 31, 2001,
by the  issuance  to the holder of this Note by the  Corporation  of a different
Note (a "PIK Note"),  in  substantially  the form hereof,  in a principal amount
equal to the  interest  payable to such holder on such  Interest  Payment  Date,
until the principal amount hereof shall have become due and payable,  whether at
maturity or by acceleration or otherwise,  and thereafter at the rate of 13% per
annum on any overdue principal amount and (to the extent permitted by applicable
law) on any overdue interest until paid.


                                       2
<PAGE>

                  The payment of principal and interest on this Note shall be in
such currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts.

                  If for any reason one or more PIK Notes shall not be delivered
in accordance herewith,  interest on the unpaid principal of each PIK Note shall
accrue from the  Interest  Payment Date in respect of which such PIK Note should
have been issued until repayment in cash of the principal and payment in cash of
all accrued  interest in full.  Interest shall accrue on this Note such that the
aggregate  interest  due and payable on the Maturity  Date and on each  Interest
Payment Date would be the same as if all PIK Notes not issued had been issued in
accordance  with the  terms  of this  Note,  and the  principal  payable  on the
Maturity  Date with  respect to this Note shall be an amount equal to the sum of
the principal  outstanding  hereunder and the aggregate principal which would be
outstanding  if the PIK Notes not issued had been issued in accordance  with the
terms of this Note.

                  For purposes of this Note,  "Business  Day" shall mean any day
other than a Saturday,  Sunday or a legal holiday under the laws of the State of
New York.

                  1. NOTES AND  SECURITY.  This Note is issued  pursuant  to the
Securities  Purchase  Agreement,  dated as of February  18, 2001 (the  "Purchase
Agreement"),  among  the  Corporation's  subsidiary  and  the  purchasers  named
therein,  providing  for,  among other things,  the issuance of 10%  Convertible
Senior Secured Notes due February 20, 2006 in  the aggregate principal amount of
$20,000,000  (such 10%  Convertible  Senior Secured Notes are referred to herein
collectively  as the  "Notes").  All payments of principal  and interest on this
Note shall be secured pursuant to the terms of that certain Deed of Trust, dated
of the date hereof (the "Deed"),  between the  Corporation and the other parties
thereto.

                  2. TRANSFER OR EXCHANGE OF NOTES.  The Corporation  shall keep
at its office or agency  maintained as provided in subsection (a) of Section 9 a
register in which the  Corporation  shall provide for the  registration of Notes
and for the  registration of transfer and exchange of Notes.  The holder of this
Note may, at its option,  and either in person or by duly  authorized  attorney,
surrender  the same for  registration  of  transfer or exchange at the office or
agency of the Corporation maintained as provided in subsection (a) of Section 9,
and,  without expense to such holder (except for taxes or  governmental  charges
imposed in connection therewith),  receive in exchange therefore a Note or Notes
in such  denomination  or  denominations  as such holder may request (but in any
event in denominations of not less than 1,000 principal amount,  dated as of the
date to which  interest  has been paid on the Note or Notes so  surrendered  for
transfer or exchange, for the same aggregate principal amount as the then unpaid
principal  amount of the Note or Notes so surrendered  for transfer or exchange,
and  registered  in the name of such person or persons as may be  designated  by
such holder. Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or shall be accompanied by a written instrument
of  transfer,  satisfactory  in form to the  Corporation,


                                       3
<PAGE>

duly  executed by the holder of such Note or his  attorney,  duly  authorized in
writing. Every Note so made and delivered in exchange for this Note shall in all
other  respects  be in the same form and have the same  terms as this  Note.  No
transfer  or exchange  of any Note shall be valid  unless made in the  foregoing
manner at such office or agency.

                  3.  LOSS,  THEFT,  DESTRUCTION  OR  MUTILATION  OF NOTE.  Upon
receipt  of  evidence  satisfactory  to  the  Corporation  of the  loss,  theft,
destruction or mutilation of this Note, and, in the case of any such loss, theft
or  destruction,  upon receipt of an  affidavit  of loss from the holder  hereof
reasonably  satisfactory  to the  Corporation,  or,  in  the  case  of any  such
mutilation,  upon surrender and  cancellation of this Note, the Corporation will
make and  deliver,  in lieu of this  Note,  a new Note of like  tenor and unpaid
principal  amount  and dated as of the date to which  interest  has been paid on
this Note.

                  4. PERSONS DEEMED OWNERS;  HOLDERS.  The  Corporation may deem
and  treat  the  person in whose  name any Note is  registered  as the owner and
holder of such Note for the purpose of  receiving  payment of  principal  of and
premium,  if  any,  and  interest  on such  Note  and  for  all  other  purposes
whatsoever,  whether or not such Note shall be overdue. With respect to any Note
at any time outstanding,  the term "holder," as used herein,  shall be deemed to
mean the person in whose name such Note is registered as aforesaid at such time.

                  5.       PREPAYMENT.

                  (a)  Mandatory  Prepayment.  If at any time  while  any of the
Notes  shall  be  outstanding  a  Change  of  Control  shall  occur,  then,  the
Corporation  shall  take such  action as may be  necessary,  as a  condition  to
consummating such Change of Control,  to provide funds sufficient to, and obtain
any consent  necessary to, prepay 100% of the principal amount of any Notes that
holders  thereof have not elected to convert  pursuant to Section 15 hereof and,
in connection with such prepayment, pay to such holders (x) all interest accrued
thereon  through the date of prepayment  and (y) the  Applicable  Premium Amount
thereon as of such date of prepayment.

                  (b) Certain  Definitions.  As used herein, the following terms
shall have the following meanings:


                  "Applicable  Premium  Amount" shall mean, with respect to this
         Note,  as of any  specified  date prior to February 20, 2004, an amount
         equal to the  interest  that  would  have  accrued  on the  outstanding
         principal  amount of this Note during the period beginning on such date
         fixed and ending on February 20, 2004.

                  "Change  of  Control"  shall  mean  the  consummation  by  the
         Corporation  of (x) a merger  or  consolidation  with or into any other
         entity (other than a merger or  consolidation in which (1) at least 50%
         of the voting  capital  stock of the  Corporation  (or the surviving or
         resulting   entity,   if  other  than  the   Corporation)   outstanding
         immediately

                                       4
<PAGE>

         after  the  effective  date  of such  merger  is  owned  of  record  or
         beneficially   by  persons  who  owned  voting  capital  stock  of  the
         Corporation  immediately  prior to such merger or consolidation  and in
         substantially  the  same  proportions  in  which  such  stock  was held
         immediately  prior to such  merger or  consolidation  and such  persons
         continue  to have  the  right  to  elect a  majority  of the  Board  of
         Directors of the Corporation,  (2) immediately after the effective date
         of  such  merger  or  consolidation  a  majority  of the  seats  on the
         Corporation's Board of Directors are held by persons who were directors
         of the Corporation immediately prior to such effective date, and (3) no
         Event of Default  shall have  occurred as a result of the  consummation
         thereof),  or  (y)  any  sale,  lease  or  other  disposal  of  all  or
         substantially  all of its assets and  properties  as an  entirety  in a
         single transaction or series of related transactions to an unaffiliated
         third  party  purchaser,  or (z) a  transaction  or series  of  related
         transaction in which a majority of the outstanding capital stock of the
         Corporation shall be acquired by an unaffiliated third party.

                  6. NOTICE OF PREPAYMENT  AND OTHER  NOTICES.  The  Corporation
shall give written  notice of any  prepayment  of this Note  pursuant to Section
5(a) not less  than 15 nor more  than 60 days  prior to the date  fixed for such
prepayment.  Such notice shall include a reasonably-detailed  description of the
consideration,  if any, to be received by holders of Common Stock in  connection
with the related Change of Control and a calculation  of the Applicable  Premium
Amount to be paid in respect of such  prepayment.  Such notice of prepayment and
all other  notices  to be given to any  holder  of this  Note  shall be given by
registered or certified mail to the person in whose name this Note is registered
at its address  designated on the register  maintained by the Corporation on the
date of mailing such notice of  prepayment  or other  notice.  Unless the holder
elects prior to such date fixed for  prepayment to convert this Note pursuant to
Section 15 hereof,  upon  notice of  prepayment  being given as  aforesaid,  the
Corporation  covenants and agrees that it will prepay, on the date therein fixed
for  prepayment,  the entire  principal  amount  hereof  together  with interest
accrued hereon and  Applicable  Premium Amount hereon to the date fixed for such
prepayment.  Notwithstanding the foregoing, any such notice may specify that the
obligation  to make such  prepayment  is  conditional  upon the  closing  of the
transaction  requiring  such  prepayment,  and,  unless a notice  of  conversion
delivered  pursuant  to  Section  15(a)  states to the  contrary,  any notice of
conversion  given while such a transaction  is pending shall also be conditional
upon the closing of such transaction, and no prepayment shall be required and no
conversion shall be effected, unless and until such transaction is consummated.

                  7.  INTEREST AND PREMIUM AFTER DATE FIXED FOR  PREPAYMENT.  If
this Note is to be prepaid  pursuant  to Section  5(a)  hereof,  this Note shall
(unless the  provisions  of the last  sentence  of Section 6 become  applicable)
cease to bear interest on and after the date fixed for such  prepayment  unless,
upon presentation for the purpose,  the Corporation shall fail to pay this Note,
in which event the principal  amount of this Note, and, so far as may be lawful,
any overdue installment of interest or overdue Applicable Premium Amount,  shall
bear interest on and after the date fixed for such  prepayment and until paid at
the rate per annum provided herein for overdue principal.

                  8.  SURRENDER OF NOTES;  NOTATION  THEREON.  As a condition to
obtaining any payment of or receiving any shares issuable upon the conversion of
all or any portion of the principal  amount of this Note,  the  Corporation  may
require  the  holder  hereof  to  surrender  this

                                       5
<PAGE>

Note, and in such event the Corporation  will execute and deliver at the expense
of the  Corporation,  upon such surrender,  a new Note registered in the name of
such person or persons as may be  designated  by such  holder for the  principal
amount of this Note then remaining unpaid and not converted  pursuant to Section
15 hereof, dated as of the date to which interest has been paid on the principal
amount of this Note then remaining  unpaid, or may require the holder to present
this  Note to the  Corporation  for  notation  hereon of the  conversion  of the
portion of the principal amount of this Note so converted.

                  9. AFFIRMATIVE COVENANTS. The Corporation covenants and agrees
that, so long as any Note shall be outstanding:

                  (a) Maintenance of Office.  The  Corporation  will maintain an
office or agency in the  Herndon,  Virginia  (or such other  place in the United
States of America as the  Corporation may designate in writing to the registered
holder  hereof),  where the Notes may be presented for  registration of transfer
and for exchange as herein  provided,  where  notices and demands to or upon the
Corporation  in respect  of the Notes may be served and where,  at the option of
the  holders  thereof,  the  Notes  may be  presented  for  payment.  Until  the
Corporation  otherwise  notifies the holders of the Notes,  said office shall be
the principal office of the Corporation in Herndon, Virginia.

                  (b) Payment of Taxes.  The  Corporation  will promptly pay and
discharge  or cause to be paid and  discharged,  before the same shall become in
default,  all lawful taxes and  assessments  imposed upon the Corporation or any
subsidiary or upon the income and profits of the  Corporation or any subsidiary,
or upon any property,  real, personal or mixed,  belonging to the Corporation or
any  subsidiary,  or upon any part  thereof  by the  United  States or any State
thereof, as well as all lawful claims for labor, materials and supplies,  which,
if unpaid, would become a lien or charge upon such property or any part thereof;
provided,  however,  that  the  Corporation  shall  not be  required  to pay and
discharge  or to cause  to be paid and  discharged  any  such  tax,  assessment,
charge,  levy or claim  (i) so long as both (x) the  Corporation  has set  aside
adequate reserves for such tax,  assessment,  charge,  levy or claim and (y) the
Corporation   shall  be  contesting  the  validity  thereof  in  good  faith  by
appropriate  proceedings or the  Corporation  shall, in its good faith judgment,
deem the  validity  thereof to be  questionable  and the party to whom such tax,
assessment,  charge, levy or claim is allegedly owed shall not have made written
demand for the  payment  thereof or (ii) where the  failure to pay or  discharge
would not have a material  adverse effect on the properties,  assets,  financial
condition,  operating results,  business or prospects of the Corporation and its
subsidiaries, taken as a whole (a "Material Adverse Effect").

                  (c) Corporate  Existence.  The Corporation will do or cause to
be done all things  necessary  and lawful to preserve and keep in full force and
effect its  corporate  existence,  rights and  franchises  under the laws of the
United  States or any State  thereof;  provided,  however,  that nothing in this
subsection (c) shall prevent a consolidation  or merger of, or a sale,  transfer
or disposition of all or any substantial part of the property and assets of, the
Corporation,  or the  abandonment  or termination of any rights or franchises of
the  Corporation,  if such  abandonment  or  termination  is, in the good  faith
business  judgment of the Corporation,  in the best interests of the Corporation
or would not have a Material Adverse Effect.

                                       6
<PAGE>

                  (d) Maintenance of Property. The Corporation will at all times
maintain and keep, or cause to be maintained  and kept, in good repair,  working
order and condition all significant  properties of the  Corporation  used in the
conduct of the business of the  Corporation,  and will from time to time make or
cause  to be made  all  needful  and  proper  repairs,  renewals,  replacements,
betterments  and  improvements  thereto,  so that  the  business  carried  on in
connection therewith may be properly and advantageously  conducted at all times;
provided,  however, that nothing in this subsection (d) shall require the making
of any repair or renewal or the  continuance of the operation and maintenance of
any property or the retention of any assets, if such action (or inaction) is, in
the good faith business  judgment of the  Corporation,  in the best interests of
the Corporation or would not have a Material Adverse Effect.

                  (e) Insurance.  The Corporation will keep adequately  insured,
by financially sound and reputable insurers, all property of a character usually
insured  by  corporations  engaged in the same or a similar  business  similarly
situated against loss or damage of the kinds customarily insured against by such
corporations and carry,  with  financially  sound and reputable  insurers,  such
other insurance  (including,  without limitation,  liability  insurance) in such
amounts as are  available  at  reasonable  expense  and to the  extent  believed
necessary in the good faith business judgment of the Corporation.

                  (f) Keeping of Books.  The Corporation  will at all times keep
proper books of record and account in which  proper  entries will be made of its
transactions  in  accordance  with  generally  accepted  accounting   principles
consistently applied.

                  (g)  Notice  of  Default.  If any  one or  more  events  which
constitute,  or which with notice or lapse of time or both would constitute,  an
Event of  Default  under  Section 11 shall  occur,  or if the holder of any Note
shall demand  payment or take any other action  permitted upon the occurrence of
any such Event of Default,  the Corporation  shall  immediately after it becomes
aware that any such event would with or without  notice or lapse of time or both
constitute  such an Event or that  such  demand  has been  made or that any such
action has been taken,  give notice to the holder of this Note,  specifying  the
nature of such event or of such demand or action,  as the case may be; provided,
however, that if such event, in the good faith judgment of the Corporation, will
be cured within ten Business Days after the  Corporation has knowledge that such
event would, with or without notice or lapse of time or both, constitute such an
Event of Default, no such notice need be given if such Event of Default shall be
cured within such ten-day period.

                  10. MODIFICATION BY HOLDERS; WAIVER. The Corporation may, with
the written consent of the holders of not less than 66 2/3% in principal  amount
of the Notes then  outstanding,  modify the terms and provisions of the Notes or
the rights of the  holders of the Notes or the  obligations  of the  Corporation
thereunder,  and the  observance by the  Corporation of any term or provision of
the Notes may be waived with the written consent of the holders of not less than
66 2/3% in principal amount of the Notes then  outstanding;  provided,  however,
that no such modification or waiver shall:

                                       7
<PAGE>

                  (a) change the  maturity  of any Note or reduce the  principal
         amount  thereof  or reduce  the rate or extend  the time of  payment of
         interest  thereon or reduce the amount or change the time of payment of
         premium  payable on any prepayment  thereof  without the consent of the
         holder of each Note so affected; or

                  (b) give any Note any preference over any other Note; or

                  (c) reduce the applicable aforesaid  percentages of Notes, the
         consent of the holders of which is required for any such modification.

                  Any such modification or waiver shall apply equally to all the
holders of the Notes and shall be binding upon them,  upon each future holder of
any Note and upon the  Corporation,  whether  or not such Note  shall  have been
marked to indicate such  modification or waiver,  but any Note issued thereafter
shall bear a notation  referring to any such  modification  or waiver.  Promptly
after  obtaining  the  written  consent of the holders as herein  provided,  the
Corporation  shall  transmit  a copy of such  modification  or waiver to all the
holders of the Notes at the time outstanding.

                  11.  EVENTS OF  DEFAULT.  If any one or more of the  following
events,  herein  called  "Events  of  Default,"  shall  occur,  for  any  reason
whatsoever,  and whether such occurrence  shall, on the part of the Corporation,
be voluntary or  involuntary or come about or be effected by operation of law or
pursuant to or in compliance  with any  judgment,  decree or order of a court of
competent jurisdiction or any order, rule or regulation of any administrative or
other governmental authority and such Event of Default shall be continuing:

                  (a) default  shall be made in the payment of the  principal of
         any Note or the  premium  thereon,  if any,  when and as the same shall
         become  due and  payable,  whether at  maturity  or at a date fixed for
         prepayment or by acceleration or otherwise; or

                  (b) default shall be made in the payment of any installment of
         interest on any Note  according to its terms when and as the same shall
         become due and payable and such default shall  continue for a period of
         15 days; or

                  (c) (i)  commencement  of a  voluntary  case under the federal
         bankruptcy laws (as now or hereafter in effect), (ii) filing a petition
         seeking to take  advantage  of any other  laws,  domestic  or  foreign,
         relating  to  bankruptcy,  insolvency,  reorganization,  winding-up  or
         composition for adjustment of debts,  (iii) consenting to or failing to
         contest in a timely and  appropriate  manner any petition filed against
         it in an  involuntary  case under such  bankruptcy  laws or other laws,
         (iv) applying for or  consenting  to, or failing to contest in a timely
         and appropriate manner, the appointment of, or the taking of possession
         by, a receiver,  custodian,  trustee,  or  liquidator of itself or of a
         substantial part of its property, domestic or foreign, (v) admitting in
         writing its  inability to pay its debts as they become due, (vi) making
         a general assignment for the benefit of creditors,  or (vii) taking any
         corporate  action for the purpose of authorizing  any of the foregoing;
         or
                                       8
<PAGE>

                  (d) the entry of a decree  or order by any court of  competent
         jurisdiction in respect of the  Corporation or any material  subsidiary
         granting  (i)  relief  in  any  involuntary   case  under  the  federal
         bankruptcy  laws (as now or  hereafter  in  effect)  or under any other
         laws,  domestic  or  foreign,   relating  to  bankruptcy,   insolvency,
         reorganization,  winding up or adjustment of debts, or (ii) appointment
         of a  trustee,  receiver,  custodian,  liquidator  or the  like for the
         Corporation  or any material  subsidiary or for all or any  substantial
         part of their respective assets,  domestic or foreign, and such case or
         proceeding  shall  continue  undismissed or unstayed for a period of 60
         consecutive days; or

                  (e) (i) a default by the  Corporation in any material  respect
         shall have occurred in any covenant to which the Corporation is subject
         in the Purchase  Agreement or any Ancillary Document (as defined in the
         Purchase  Agreement)  or (ii) a payment  default shall have occurred or
         acceleration  of  the  payment  of the  indebtedness  shall  have  been
         commenced  under any agreement or document  evidencing  indebtedness of
         the Corporation;

then, the holder or holders of at least a majority in aggregate principal amount
of the Notes at the time  outstanding  may, at its or their  option,  by written
notice to the Corporation,  declare all the Notes to be, and all the Notes shall
thereupon  be and become,  forthwith  due and  payable  together  with  interest
accrued thereon without  presentment,  demand,  protest or further notice of any
kind,  all of  which  are  expressly  waived  to the  extent  permitted  by law;
provided,  however,  that, upon the occurrence and during the continuance of any
of the events specified in subsections (a) or (b) of this Section 11, the holder
of any Note at the time  outstanding  may, at its option by notice in writing to
the Corporation,  declare any Note or Notes then held by it to be, and such Note
or Notes shall thereupon be and become,  forthwith due and payable together with
interest accrued thereon without presentment,  demand, protest or further notice
of any kind, all of which are expressly  waived to the extent  permitted by law.
Notwithstanding the foregoing, nothing in this Section 11 shall impair the right
of the  holder  of this Note to  convert  all or any  portion  of this Note into
Common Stock in accordance with the provisions of Section 15 hereof.

                  At any time after any  declaration  of  acceleration  has been
made as  provided  in this  Section  11,  the  holders  of at least  66-2/3%  in
principal   amount  of  the  Notes  then  outstanding  may,  by  notice  to  the
Corporation,  rescind such  declaration and its  consequences if the Corporation
has paid all overdue  installments  of  interest on the Notes and all  principal
(and premium,  if any) that has become due otherwise than by such declaration of
acceleration;  and  all  other  defaults  and  Events  of  Default  (other  than
nonpayments  of principal  and interest that have become due solely by reason of
acceleration)  shall  have been  remedied  or cured or shall  have  been  waived
pursuant to this paragraph;  provided,  however,  that no such rescission  shall
extend to or affect  any  subsequent  default  or Event of Default or impair any
right consequent thereon.

                  Without limiting the foregoing,  the Corporation hereby waives
any right to trial by jury in any legal  proceeding  related  in any way to this
Note or the Notes and  agrees  that any such  proceeding  may,  if the holder so
elects,  be brought and enforced in any state or, if applicable  federal  court,
located in New York City in the Borough of Manhattan and the Corporation  hereby
waives any objection to jurisdiction  or venue in any such proceeding  commenced
in such court.  The Corporation  further agrees that any process  required to be
served on it for purposes of any such  proceeding  may be served

                                       9
<PAGE>

on it,  with the same  effect as  personal  service  on it  within  the State of
Delaware,  by registered  mail addressed to it at its office or agency set forth
in Section 19 for purposes of notices hereunder.

                  12.  SUITS  FOR  ENFORCEMENT.  In case  any one or more of the
Events of Default  specified  in  Section  11 of this Note  shall  happen and be
continuing,  the  holder of this Note may  proceed to protect  and  enforce  its
rights by suit in equity, action at law and/or by other appropriate  proceeding,
whether for the specific  performance of any covenant or agreement  contained in
this Note or in aid of the  exercise of any power  granted in this Note,  or may
proceed to enforce  the  payment of this Note or to enforce  any other  legal or
equitable right of the holder of this Note.

                  In case of any default under any Note,  the  Corporation  will
pay to the  holder  thereof  such  amounts as shall be  sufficient  to cover the
out-of-pocket costs and expenses of such holder due to said default,  including,
without  limitation,  collection  costs and reasonable  attorneys'  fees, to the
extent actually incurred.

                  13. REMEDIES  CUMULATIVE.  No remedy herein conferred upon the
holder of this Note is intended to be exclusive of any other remedy and each and
every such remedy  shall be  cumulative  and shall be in addition to every other
remedy given  hereunder  or now or hereafter  existing at law or in equity or by
statute or otherwise.

                  14.  REMEDIES  NOT  WAIVED.  No course of dealing  between the
Corporation  and the holders of this Note or any delay on the part of the holder
hereof in exercising any rights hereunder shall operate as a waiver of any right
of any holder of this Note.

                  15.      CONVERSION.

                  (a) Optional  Conversion.  Subject to the terms and conditions
of this Section 15, the holder of this Note shall have the right,  at its option
at any time,  to convert  all or any portion of the unpaid  principal  amount of
this Note together with a corresponding  portion of the accrued interest hereon,
into such number of fully paid and  nonassessable  whole shares of Common Stock,
$.01 par value, of the Corporation  ("Common  Stock") as is obtained by dividing
the total amount so to be converted  by the  conversion  price of $1 5/16 or, if
different, by the conversion price as last adjusted and in effect at the date of
such conversion  (such price, or such price as last adjusted,  being referred to
herein as the "Conversion  Price").  Such right of conversion shall be exercised
by the holder hereof by giving  written notice that the holder elects to convert
a stated unpaid  principal  amount of this Note  together  with a  corresponding
portion of the accrued  interest  hereon into Common  Stock and by  surrender of
this Note to the  Corporation  at its principal  office (or such other office or
agency of the  Corporation as the Corporation may designate by notice in writing
to the holder or holders  of this  Note) at any time  during its usual  business
hours on the date set forth in such  notice,  together  with a statement  of the
name or names (with address) in which the certificate or certificates for shares
of Common Stock shall be issued.

                                       10
<PAGE>

                  (b) Conversion Prior to Mandatory Prepayment. In the event the
holder of this Note receives a notice from the  Corporation  in accordance  with
Section 6 that the  Corporation  intends to consummate a Change of Control,  the
holder of this Note,  shall have the option,  prior to the  consummation of such
Change of Control,  to convert all or portion of the unpaid  principal amount of
this Note together with a corresponding  portion of the accrued  interest hereon
plus the Applicable Premium Amount, if any, to be paid upon consummation of such
Change of Control  into shares of Common Stock in  accordance  with the terms of
paragraph  (a) above.  The holder shall  exercise  such right of  conversion  by
giving written notice to the  Corporation in accordance with paragraph (a) above
prior  to the  effective  date  of the  Change  of  Control  referred  to in the
Corporation's  notice to the holder in accordance with Section 6. Any conversion
to be made pursuant to this  paragraph (b) shall be subject to the  consummation
of such Change of Control

                  (c)  Issuance  of  Certificates;   Time  Conversion  Effected.
Promptly  after (i) the receipt of the written  notice  referred to in paragraph
(a) above or (ii) the occurrence of the events described in paragraph (b) above,
as the case may be, and surrender of this Note, the Corporation  shall issue and
deliver, or cause to be issued and delivered, to the holder,  registered in such
name or names as such holder may direct,  a certificate or certificates  for the
number of whole  shares of Common Stock  issuable  upon the  conversion  of such
unpaid  principal  amount of this Note together with interest and any Applicable
Premium Amount.  To the extent permitted by law, such conversion shall be deemed
to have been  effected and the  Conversion  Price shall be  determined as of the
close of  business  on the date on which  such  written  notice  shall have been
received  by the  Corporation  and this  Note  shall  have been  surrendered  as
aforesaid, and at such time the rights of the holder of this Note, to the extent
of the principal  amount  thereof and any other  amounts to be converted,  shall
cease,  and the  person or persons  in whose  name or names any  certificate  or
certificates  for shares of Common Stock shall be issuable upon such  conversion
shall be deemed to have  become  the  holder or  holders of record of the shares
represented thereby.

                  (d)  Fractional  Shares;  Dividends;  Partial  Conversion.  No
fractional  shares shall be issued upon  conversion of the  principal  amount of
this Note or any portion  thereof,  and no payment or  adjustment  shall be made
upon any  conversion on account of any cash dividends on the Common Stock issued
upon such conversion.  In case of the conversion of only a portion of the unpaid
principal amount of this Note, the holder hereof, at its option, may require the
Corporation to execute and deliver at the expense of the Corporation (other than
for transfer  taxes, if any), upon surrender of this Note, a new Note registered
in the name of such  person or persons as may be  designated  by such holder for
the principal amount of this Note then remaining unpaid, dated as of the date to
which interest has been paid on the principal amount of this Note then remaining
unpaid,  or may present this Note to the  Corporation for notation hereon of the
payment of the portion of the principal amount of this Note so converted. If any
fractional  interest in a share of Common Stock would, except for the provisions
of the first  sentence  of this  paragraph  (d),  be  deliverable  upon any such
conversion, the Corporation, in lieu of delivering the fractional share thereof,
shall pay to the holder  surrendering this Note for conversion an amount in cash
equal to such  fractional  interest  multiplied by the Conversion  Price then in
effect.

                  (e)  Adjustment  of  Conversion  Price upon Issuance of Common
Shares. If and whenever the Corporation shall issue or sell, or is in accordance
with  subparagraphs  (i) through

                                       11
<PAGE>

(vii)  deemed to have  issued or sold,  any  shares  of its  Common  Stock for a
consideration  per share less than the  Conversion  Price in effect  immediately
prior to the time of such  issue or sale,  then,  forthwith  upon such  issue or
sale,  the  Conversion  Price shall be reduced to the price  (calculated  to the
nearest  cent)  determined by dividing (x) an amount equal to the sum of (1) the
number of shares of Common Stock outstanding  immediately prior to such issue or
sale  (including  as  outstanding  all  shares of  Common  Stock  issuable  upon
conversion of  outstanding  Notes)  multiplied  by the then existing  Conversion
Price, and (2) the consideration,  if any, received by the Corporation upon such
issue or sale,  by (y) the total  number of shares of Common  Stock  outstanding
immediately  after such issue or sale  (including as  outstanding  all shares of
Common Stock issuable upon conversion of outstanding Notes).

                  No adjustment of the Conversion Price, however,  shall be made
in an amount less than $.01 per share,  and any such lesser  adjustment shall be
carried  forward  and  shall  be made at the  time  and  together  with the next
subsequent  adjustment  which together with any  adjustments so carried  forward
shall amount to $.01 per share or more.

                  For  purposes  of  this   subparagraph   (e),  the   following
subparagraphs (i) to (vii) shall also be applicable:

                  (i)  Issuance  of Rights or  Options.  In case at any time the
         Corporation   shall  in  any  manner  grant  (whether  directly  or  by
         assumption in a merger or otherwise)  any rights to subscribe for or to
         purchase, or any options for the purchase of, Common Stock or any stock
         or securities  convertible  into or exchangeable for Common Stock (such
         rights or options being herein called "Options" and such convertible or
         exchangeable  stock or  securities  being  herein  called  "Convertible
         Securities")  whether or not such  Options,  or the right to convert or
         exchange any such Convertible  Securities are immediately  exercisable,
         and the price per share for which  Common  Stock is  issuable  upon the
         exercise  of  such  Options  or upon  conversion  or  exchange  of such
         Convertible Securities (determined by dividing (x) the total amount, if
         any, received or receivable by the Corporation as consideration for the
         granting  of  such  Options,  plus  the  minimum  aggregate  amount  of
         additional  consideration  payable to the Corporation upon the exercise
         of all such Options,  plus, in the case of such Options which relate to
         Convertible  Securities,  the minimum  aggregate  amount of  additional
         consideration,  if  any,  payable  upon  the  issue  or  sale  of  such
         Convertible  Securities and upon the conversion or exchange thereof, by
         (y) the total  maximum  number of shares of Common Stock  issuable upon
         the exercise of such Options or upon the  conversion or exchange of all
         such Convertible Securities issuable upon the exercise of such Options)
         shall be less than the Conversion Price in effect  immediately prior to
         the time of the granting of such Options, then the total maximum number
         of shares of Common Stock issuable upon the exercise of such Options or
         upon  conversion  or  exchange  of the  total  maximum  amount  of such
         Convertible Securities issuable upon the exercise of such Options shall
         be deemed to have been  issued  for such price per share as of the date
         of  granting  of such  Options  and  thereafter  shall be  deemed to be
         outstanding.  Except as otherwise  provided in  subparagraph  (iii), no
         adjustment of the Conversion  Price shall be made upon the actual issue
         of such Common Stock or of such Convertible Securities upon exercise of
         such Options or upon the actual issue of such Common Stock


                                       12
<PAGE>

         upon conversion or exchange of such Convertible  Securities.  If at the
         end of the period during which such Options or  Convertible  Securities
         are  exercisable not all Options or Convertible  Securities  shall have
         been  exercised or converted,  the adjusted  Conversion  Price shall be
         immediately readjusted to what it would have been based upon the number
         of additional shares of Common Stock actually issued in respect of such
         Options and Convertible Securities.

                  (ii)  Issuance  of   Convertible   Securities.   In  case  the
         Corporation   shall  in  any  manner  issue  (whether  directly  or  by
         assumption  in  a  merger  or   otherwise)  or  sell  any   Convertible
         Securities, whether or not the rights to exchange or convert thereunder
         are immediately  exercisable,  and the price per share for which Common
         Stock is  issuable  upon such  conversion  or exchange  (determined  by
         dividing (x) the total amount received or receivable by the Corporation
         as consideration for the issue or sale of such Convertible  Securities,
         plus the minimum aggregate amount of additional consideration,  if any,
         payable to the Corporation upon the conversion or exchange thereof,  by
         (y) the total  maximum  number of shares of Common Stock  issuable upon
         the conversion or exchange of all such Convertible Securities) shall be
         less than the Conversion Price in effect  immediately prior to the time
         of such  issue or sale,  then the  total  maximum  number  of shares of
         Common  Stock  issuable  upon   conversion  or  exchange  of  all  such
         Convertible  Securities  shall be deemed to have been  issued  for such
         price per share as of the date of the issue or sale of such Convertible
         Securities and thereafter  shall be deemed to be outstanding,  provided
         that (1) except as otherwise  provided in subparagraph  (iii) below, no
         adjustment of the Conversion  Price shall be made upon the actual issue
         of such Common Stock upon  conversion  or exchange of such  Convertible
         Securities  and (2) if any  such  issue  or  sale  of such  Convertible
         Securities  is made upon  exercise of any Option to  purchase  any such
         Convertible  Securities for which  adjustments of the Conversion  Price
         have  been or are to be  made  pursuant  to  other  provisions  of this
         paragraph (e), no further  adjustment of the Conversion  Price shall be
         made by  reason  of such  issue  or sale.  If at the end of the  period
         during  which  such  Convertible  Securities  are  convertible  not all
         Convertible   Securities  shall  have  been  converted,   the  adjusted
         Conversion Price shall be immediately  readjusted to what it would have
         been  based  upon the  number of  additional  shares  of  Common  Stock
         actually issued in respect of such Convertible Securities.

                  (iii)  Change in Option  Price or  Conversion  Rate.  Upon the
         happening of any of the following events, namely, if the purchase price
         provided  for  in any  Option  referred  to in  subparagraph  (i),  the
         additional  consideration,  if any,  payable  upon  the  conversion  or
         exchange of any Convertible  Securities referred to in subparagraph (i)
         or (ii), or the rate at which any Convertible Securities referred to in
         subparagraph  (i) or (ii)  are  convertible  into or  exchangeable  for
         Common Stock shall change at any time (other than under or by reason of
         provisions designed to protect against dilution),  the Conversion Price
         in effect at the time of such event shall  forthwith be  readjusted  to
         the  Conversion  Price which would have been in effect at such time had
         such Options or Convertible  Securities still outstanding  provided for
         such changed  purchase price,  additional  consideration  or conversion
         rate,  as the case may be,  at the time  initially  granted,  issued or
         sold;  and on the  expiration of any such Option or  termination of any
         such right to convert or  exchange  such  Convertible  Securities,  the
         Conversion  Price then in effect hereunder shall forthwith be increased
         to the Conversion Price which


                                       13
<PAGE>

         would have been in effect at the time of such expiration or termination
         had such Option or Convertible  Securities,  to the extent  outstanding
         immediately prior to such expiration or termination, never been issued,
         and the Common Stock issuable  thereunder  shall no longer be deemed to
         be  outstanding.  If the purchase price provided for in any such Option
         referred to in  subparagraph  (i) or the rate at which any  Convertible
         Securities referred to in subparagraph (i) or (ii) are convertible into
         or exchangeable  for Common Stock shall be reduced at any time under or
         by reason of  provisions  with  respect  thereto  designed  to  protect
         against  dilution,  then,  in case of the delivery of Common Stock upon
         the exercise of any such Option or upon  conversion  or exchange of any
         such  Convertible  Securities,  the  Conversion  Price  then in  effect
         hereunder  shall  forthwith  be adjusted to such  respective  amount as
         would have been  obtained  had such  Option or  Convertible  Securities
         never been issued as to such Common Stock and had adjustments been made
         upon the issuance of the shares of Common Stock delivered as aforesaid,
         but only if as a result of such adjustment the Conversion Price then in
         effect hereunder is thereby reduced.

                  (iv) Stock  Dividends.  Without  duplication of the adjustment
         contemplated by clause (f) below, in case the Corporation shall declare
         a  dividend  or make  any  other  distribution  upon  any  stock of the
         Corporation payable in Common Stock, Options or Convertible Securities,
         any Common Stock,  Options or Convertible  Securities,  as the case may
         be,  issuable  in payment of such  dividend  or  distribution  shall be
         deemed to have been issued or sold without consideration.

                  (v)  Consideration  for  Stock.  In case any  shares of Common
         Stock,  Options or Convertible  Securities  shall be issued or sold for
         cash, the  consideration  received  therefore shall be deemed to be the
         amount  received  by  the  Corporation  therefore,   without  deduction
         therefrom of any expenses  incurred or any underwriting  commissions or
         concessions paid or allowed by the Corporation in connection therewith.
         In case any shares of Common Stock,  Options or Convertible  Securities
         shall be issued or sold for a consideration other than cash, the amount
         of the consideration  other than cash received by the Corporation shall
         be deemed to be the fair value of such  consideration  as determined in
         good  faith  by the  Board of  Directors  of the  Corporation,  without
         deduction of any expenses  incurred or any underwriting  commissions or
         concessions paid or allowed by the Corporation in connection therewith.
         In case any Options  shall be issued in  connection  with the issue and
         sale of other securities of the Corporation,  together compromising one
         integral transaction in which no specific consideration is allocated to
         such Options by the parties  thereto,  such Options  shall be deemed to
         have been issued without consideration.

                  (vi) Record Date. In case the Corporation  shall take a record
         of the holders of its Common  Stock for the purpose of  entitling  them
         (x) to  receive a  dividend  or other  distribution  payable  in Common
         Stock,  Options or Convertible  Securities,  or (y) to subscribe for or
         purchase  Common Stock,  Options or Convertible  Securities,  then such
         record  date shall be deemed to be the date of the issue or sale of the
         shares of  Common  Stock  deemed  to have been  issued or sold upon the
         declaration  of such dividend or the making of such other  distribution
         or the date of the granting of such right of  subscription or purchase,
         as the case may be.

                                       14
<PAGE>

                  (vii)  Treasury  Shares.  The number of shares of Common Stock
         outstanding at any given time shall not include shares owned or held by
         or for the account of the Corporation,  and the disposition of any such
         shares  shall be  considered  an issue or sale of Common  Stock for the
         purposes of this paragraph (e).

Notwithstanding  anything  to the  contrary  contained  in this  paragraph  (e),
paragraph (e) is subject to the prior approval of the Corporation's shareholders
if such  shareholder  approval would be required under the Marketplace  Rules of
the  Nasdaq  National  Market if  paragraph  (e) were to  otherwise  operate  in
accordance with its terms.

                  (f)   Subdivision  or  Combination  of  Stock.   In  case  the
Corporation shall at any time declare a dividend or make any other  distribution
upon any stock of the  Corporation  payable  in Common  Stock or  subdivide  its
outstanding  shares  of  Common  Stock  into a greater  number  of  shares,  the
Conversion  Price  in  effect  immediately  prior to such  subdivision  shall be
proportionately  reduced,  and  conversely,  in case the  outstanding  shares of
Common  Stock of the  Corporation  shall be  combined  into a smaller  number of
shares,  the Conversion  Price in effect  immediately  prior to such combination
shall be proportionately increased.

                  (g) Certain Issues of Stock  Excepted.  Anything herein to the
contrary  notwithstanding,  the Corporation shall not make any adjustment of the
Conversion  Price in the case of (i) the issuance of shares of Common Stock upon
conversion  of Notes;  (ii) the issuance of Options or shares of Common Stock to
employees,  directors or  consultants of the  Corporation  or its  subsidiaries,
either  directly  or pursuant  to  Options,  pursuant  to plans or  arrangements
approved by the Board of Directors (or  Compensation  Committee  thereof) of the
Corporation;  (iii) the  issuance  of shares of Common  Stock in  respect of any
Convertible Securities or Options issued by the Corporation prior to the date of
this Note; or (iv) the issuance of shares of Common Stock in connection with any
acquisition, merger, consolidation, or other business combination transaction.

                  (h)  Reorganization  or   Reclassification.   If  any  capital
reorganization or reclassification of the capital stock of the Corporation shall
be  effected  in such a way that  holders of Common  Stock  shall be entitled to
receive  stock,  securities  or assets with respect to or in exchange for Common
Stock, then, as a condition of such reorganization or  reclassification,  lawful
and  adequate  provisions  shall be made  whereby  each  holder of a Note  shall
thereafter  have the  right to  receive,  upon the  basis and upon the terms and
conditions  specified  herein and in lieu of the  shares of Common  Stock of the
Corporation  immediately  theretofore  receivable  upon the  conversion  of such
shares of stock,  securities  or assets as may be issued or payable with respect
to or in exchange for a number of outstanding  shares of such Common Stock equal
to the number of shares of such stock immediately  theretofore so receivable had
such  reorganization or  reclassification  not taken place, and in any such case
appropriate  provision shall be made with respect to the rights and interests of
such holder to the end that the provisions hereof (including  without limitation
provisions  for  adjustments  of  the  Conversion  Price)  shall  thereafter  be
applicable,  as nearly as may be, in relation to any shares of stock, securities
or assets  thereafter  deliverable  upon the exercise of such conversion  rights
(including  an  immediate  adjustment,  by  reason  of  such  reorganization  or
reclassification,  of the  Conversion  Price to the value for the

                                       15
<PAGE>

Common Stock reflected by the terms of such  reorganization or  reclassification
if the  value  so  reflected  is  less  than  the  Conversion  Price  in  effect
immediately prior to such reorganization or reclassification). In the event of a
merger or  consolidation  of the  Corporation  as a result of which a greater or
lesser  number  of  shares  of Common  Stock of the  surviving  corporation  are
issuable to holders of Common Stock of the Corporation  outstanding  immediately
prior  to  such  merger  or  consolidation,   the  Conversion  Price  in  effect
immediately prior to such merger or consolidation  shall be adjusted in the same
manner as though there were a  subdivision  or  combination  of the  outstanding
shares of Common Stock of the  Corporation.  The Corporation will not effect any
such  consolidation,  merger,  or any  sale of all or  substantially  all of its
assets or  properties,  unless prior to the  consummation  thereof the successor
corporation or other entity (if other than the Corporation)  resulting from such
consolidation or merger or the corporation  purchasing such assets shall assume,
by written  instrument  executed and mailed or delivered to each holder of Notes
at the last address of such holder  appearing  on the books of the  Corporation,
the  obligation  to deliver to such holder such shares of stock,  securities  or
assets as, in  accordance  with the  foregoing  provisions,  such  holder may be
entitled to receive.

                  (i)  Notice  of   Adjustment.   Upon  any  adjustment  of  the
Conversion  Price, then and in each such case the Corporation shall give written
notice thereof,  by first class mail, postage prepaid,  addressed to each holder
of Note at the address of such holder as set forth in the register maintained by
the  Corporation for the  registration of transfer and exchange of Notes,  which
notice shall state the Conversion Price resulting from such adjustment,  setting
forth in reasonable  detail the method of  calculation  and the facts upon which
such calculation is based.

                  (j)  Other Notices.  In case at any time:

                  (i) the Corporation shall declare any dividend upon its Common
         Stock  payable in cash or stock or make any other  distribution  to the
         holders of its Common Stock;

                  (ii) the Corporation  shall offer for subscription pro rata to
         the holders of its Common Stock any  additional  shares of stock of any
         class or other rights;

                  (iii)   there   shall  be  any   capital   reorganization   or
         reclassification  of  the  capital  stock  of  the  Corporation,  or  a
         consolidation  or merger of the  Corporation  with, or a sale of all or
         substantially  all its assets to, another  corporation or other entity;
         or

                  (iv) there shall be a voluntary  or  involuntary  dissolution,
         liquidation or winding-up of the Corporation;

then,  in any one or more of said cases,  the  Corporation  shall give, by first
class mail, postage prepaid, addressed to each holder of Notes at the address of
such holder as set forth in the register  maintained by the  Corporation for the
registration  of transfer  and  exchange  of Notes,  (A) at least 20 days' prior
written notice of the date on which the books of the Corporation  shall close or
a record shall be taken for such dividend,  distribution or subscription  rights
or for  determining  rights  to  vote in  respect  of any  such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding  up, and (B) in the case of any such  reorganization,  reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at least

                                       16
<PAGE>

20 days' prior written  notice of the date when the same shall take place.  Such
notice in accordance  with the foregoing  clause (A) shall also specify,  in the
case of any such dividend,  distribution  or  subscription  rights,  the date on
which the holders of Common Stock shall be entitled thereto,  and such notice in
accordance  with the  foregoing  clause (B) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding up, as the case may be.

                  (k) Stock to Be Reserved.  The  Corporation  will at all times
reserve and keep  available out of its  authorized  Common Stock or its treasury
shares,  solely for the  purpose of issue  upon the  conversion  of the Notes as
herein provided, such number of shares of Common Stock as shall then be issuable
upon the conversion of the unpaid principal amount of all outstanding Notes. The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all taxes,  liens and charges with respect to the issue  thereof,  and,  without
limiting the generality of the foregoing, the Corporation covenants that it will
from time to time take all such action within its control as may be requisite to
assure that the par value per share of the Common Stock is at all times equal to
or less than the effective  Conversion Price. The Corporation will take all such
action as may be necessary to assure that all such shares of Common Stock may be
so issued  without  violation of any  applicable  law or  regulation,  or of any
requirements of any national  securities exchange upon which the Common Stock of
the  Corporation may be listed.  The Corporation  will not take any action which
results in any adjustment of the Conversion  Price if the total number of shares
of Common  Stock issued and issuable  after such action upon  conversion  of the
Notes would exceed the total number of shares of Common Stock then authorized by
the Corporation's Certificate of Incorporation.

                  (l) Issue Tax.  The  issuance  of  certificates  for shares of
Common Stock upon  conversion  of the Notes shall be made without  charge to the
holders  thereof for any  issuance  tax in respect  thereof,  provided  that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer  involved in the issuance and delivery of any  certificate  in a
name other than that of the holder of the Note the principal  amount of which is
being converted.

                  (m) Closing of Books.  The  Corporation  will at no time close
its transfer  books  against the transfer of any Note or of any shares of Common
Stock  issued or issuable  upon the  conversion  of any Note in any manner which
interferes with the timely conversion of such Note.

                  (n)  Definition of Common  Stock.  As used in this Section 15,
the term  "Common  Stock"  shall mean and include the  Corporation's  authorized
Common Stock,  $.01 par value,  as  constituted  on February 20, 2001, and shall
also  include  any  capital  stock of any  class of the  Corporation  thereafter
authorized  which shall not be limited to a fixed sum or percentage of par value
in respect of the rights of the holders  thereof to  participate in dividends or
in the  distribution  of assets upon the voluntary or  involuntary  liquidation,
dissolution or winding up of the Corporation.



                                       17
<PAGE>

                  16. COVENANTS BIND SUCCESSORS AND ASSIGNS.  All the covenants,
stipulations,  promises and agreements in this Note contained by or on behalf of
the Corporation  shall bind its successors and assigns,  whether so expressed or
not.

                  17.  GOVERNING  LAW. This Note shall be governed and construed
in accordance  with the laws of the State of New York,  without giving effect to
the conflict of laws principles thereof.

                  18. HEADINGS.  The headings of the Sections and subsections of
this Note are inserted for convenience only and do not constitute a part of this
Note.

                  19. NOTICES.  Any notice or other  communications  required or
permitted  hereunder  shall be deemed to be sufficient if contained in a written
instrument  delivered  in  person or duly sent by first  class  certified  mail,
postage prepaid,  by nationally  recognized  overnight courier,  or by facsimile
addressed  to such party at the address or  facsimile  number set forth below or
such other address or facsimile number as may hereafter be designated in writing
by the addressee to the addressor listing all parties:

                  if to the Company, to

                           SAVVIS Communications Corporation
                           12851 World Gate Drive
                           Herndon, Virginia 20170
                           Fax:  (703) 453-6999
                           Attention:  Ms. Nancy Lysinger

                  with a copy to

                           SAVVIS Communication Corporation
                           717 Office Parkway
                           St. Louis, MO 63141
                           Fax: (314) 468-7550
                           Attention: Steven M. Gallant, Esq.

                  with a copy to

                           Hogan & Hartson L.L.P.
                           885 Third Avenue, 26th Floor
                           New York, New York 10022
                           Fax: (212) 409-9801
                           Attention: Christine M. Pallares, Esq.

                  if to the holder of this Note, to

                           Welsh, Carson, Anderson & Stowe
                           320 Park Avenue, Suite 2500

                                       18
<PAGE>

                           New York, New York  10022
                           Fax:  (212) 893-9565
                           Attention: John D. Clark

                  with a copy to

                           Reboul, MacMurray, Hewitt, Maynard & Kristol
                           45 Rockefeller Plaza
                           New York, New York  10111
                           Fax:  (212) 841-5725
                           Attention:  Sanford B. Kaynor, Esq.

or, in any case, at such other address or addresses as shall have been furnished
in  writing  by such  party to the  other  parties  hereto.  All  such  notices,
requests,  consents  and  other  communications  shall be  deemed  to have  been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of mailing,  on the fifth  business day  following  the date of such
mailing,  (c) in the case of delivery by overnight courier,  on the business day
following  the  date  of  delivery  to  such  courier,  and  (d) in the  case of
facsimile, when received.

                                    * * * * *



<PAGE>
                  IN WITNESS  WHEREOF,  SAVVIS  Communications  Corporation  has
caused  this  Note to be  signed in its  corporate  name by one of its  officers
thereunto  duly  authorized  and to be dated as of the day and year first  above
written.

                                             SAVVIS COMMUNICATIONS CORPORATION



                                             By____________________________
                                             Name:
                                             Title: